Bylaw Amendment · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549   FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2022 Owens & Minor, Inc. (Exact name of registrant as specified in its charter) Virginia 001-09810 54-1701843 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification No.) 9120 Lockwood Boulevard,   Mechanicsville Virginia 23116 (Address of principal executive offices) (Zip Code) Post Office Box 27626, Richmond, Virginia 23261-7626 (Mailing address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (804) 723-7000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $2 par value per share OMI New York Stock Exchange   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company      o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.              o Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 29, 2022, the Board of Directors (the “Board”) of Owens & Minor, Inc. (the "Company") approved an amendment and restatement of the Bylaws of the Company to reduce the number of directors constituting the Board from eight to seven to reflect the number of directors comprising the Board immediately following the Annual Meeting of Shareholders on April 29, 2022. The Amended and Restated Bylaws of the Company are included as Exhibit 3.1 to this Current Report on Form 8-K . Item 5.07. Submission of Matters to a Vote of Security Holders. At the Company’s 2022 Annual Meeting of Shareholders on April 29, 2022, the matters described below were voted upon and approved as indicated. There were 76,682,879 shares of common stock entitled to vote at the meeting and 69,595,593 shares were voted in person or by proxy (approximately 90.76% of shares entitled to vote). (1) Election of seven directors, each for a one-year term, as follows: Director Votes For Votes Against Abstentions Broker Non-Votes Mark A. Beck 65,069,569 461,224 33,891 4,030,909 Gwendolyn M. Bingham 61,011,916 4,520,748 32,020 4,030,909 Kenneth Gardner-Smith 65,256,721 269,480 38,483 4,030,909 Robert J. Henkel 61,678,675 3,429,540 456,469 4,030,909 Stephen W. Klemash 65,077,680 453,451 33,553 4,030,909 Mark F. McGettrick 64,750,055 776,026 38,603 4,030,909 Edward A. Pesicka 65,186,128 345,746 32,810 4,030,909 (2) Ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 as follows: Votes For Votes Against Abstentions Broker Non-Votes 66,959,293 2,575,361 60,939 4,030,909 (3) Advisory vote to approve the compensation of our named executive officers as follows: Votes For Votes Against Abstentions Broker Non-Votes 62,995,756 2,479,032 89,896 4,030,909 (4) Advisory vote on the frequency of a shareholder vote on the compensation of our named executive officers as follows: 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 61,545,195 35,090 3,937,088 47,311 4,030,909 Item 9.01. Financial Statements and Exhibits. (d)    Exhibits. 3.1 Amended and Restated Bylaws of the Company effective April 29 , 2022 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OWENS & MINOR, INC. Date: April 29, 2022 By: /s/ Nicholas J. Pace Name: Nicholas J. Pace Title: Executive Vice President, General Counsel and Corporate Secretary